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EXHIBIT 10.39.2
Secured Party: MetLife Capital Corporation Debtor: Fidelity Asset Management, Inc.
Address: 00000 XX 0xx Xxxxxx, Xxxxx 000 Address: 00000 Xxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000 Xxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
1. Secured Party and Debtor have entered into a Master Security
Agreement dated as of September 12, 1996, (the "Security Agreement"). To secure
payment of the indebtedness set forth below, including the Principal Amount set
forth below, and the performance of all obligations contained herein, Debtor
hereby grants to Secured Party, its successors and assigns, a security interest
in the property set forth in Schedule A hereto, together with all attachments,
accessories, additions and accessions thereto, whether now existing or
hereafter acquired, all replacements and substitutions therefor, and all
proceeds thereof (all hereinafter referred to collectively as the "Equipment").
2. Principal Amount. The original Principal Amount of this Note
is: $7,500,000.00
3. a. Term. The Term of this Note is forty-eight (48) months
commencing on the Term Commencement Date as set forth in the Acceptance
Certificate of this Note plus any partial period between the Acceptance Date of
the Equipment as set forth in the Acceptance Certificate and the Term
Commencement Date.
b. Payments. Debtor hereby promises to pay the Principal Amount to
Secured Party and interest thereon as follows:
(1) Interest only on the Term Commencement Date in an amount equal
to $N/A multiplied by the number of days between the Acceptance Date up to and
including the Term Commencement Date.
(2) Thereafter the principal sum of Seven Million Five Hundred
Thousand Dollars ($7,500,000.00), together with interest on unpaid principal
from the Term Commencement Date until payment in full at a rate of 30-Day
Commercial Paper in effect from time to time, as published in Federal Reserve
Statistical Release H.15[519], plus two and forty-four one hundredths percent
(2.44%) per annum ("Variable Rate") computed on the basis of a 360 day year of
twelve consecutive thirty day months in forty-eight (48) installments of
principal, each in the amount of $156,250.00, plus interest as defined above,
payable commencing October 13, 1996, and monthly thereafter until September 13,
2000, on which date the entire balance of principal and interest unpaid shall
be due and payable. It is agreed that each installment, when paid, shall be
applied by the holder hereof, first so much as shall be required to the payment
of interest accrued as specified hereto, and the balance thereof to the
repayment of the principal sum.
In the event that the Payments set forth in any Acceptance Certificate hereto
differ from those set forth in this Section 3 (b), the Payments shall be as set
forth in the Acceptance Certificate.
c. Debtor agrees to pay Secured Party, in advance, the first NA
Installment Payments.
d. Secured Party acknowledges receipt from Debtor of a payment in
the amount of $NA to be held by Secured Party as a deposit to secure Debtor's
performance hereunder.
e. Rate Fix Option. On any payment date during the term of this
Note, after 90 days from Term Commencement Date, (the "Rate Fix Date"),
provided that no event of Default, or event which with the passage of time or
giving of notice would constitute an Event of Default, has occurred and is
continuing, Debtor shall have the option, upon at least thirty (30) days prior
written notice to Secured Party, to fix the interest rate per annum applicable
to this Note for the entire remaining Term at a rate equal to (A) the Treasury
Constant Maturities Rate (defined below) applicable to the number of years
closest to the number of years (and any partial year) remaining in the term of
the Note plus (B) 3.04%.
The Treasury Constant Maturities Rate as set forth above shall be such the
weekly average of the U.S. Treasury Constant Maturities as published in the
Federal Reserve Statistical Release H.15 (519) for the week immediately
preceding the Rate Fix Date.
In the event that the Debtor elects to exercise the Rate Fix Option set forth
above, the Debtor shall pay to the Secured party on the applicable Rate Fix
Date, in immediately available funds, a fee of $3,000.00.
The Rate Fix Option shall be exercisable only once during the term of the Note.
f. Reamortization of Note upon Adjustment. Upon the adjustment of
the interest rate applicable to this Note pursuant to subsection e. hereof, the
Installment Payments due throughout the remaining Term of this Note and the
allocation of such payments to principal and interest shall be amended and
recalculated by reamortizing the Principal Amount of this Note as of the Rate
Fix Date at the then applicable interest rate over the remaining term.
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4. Debtor waiver any right of exemption and waives presentment,
protest and demand and notice of protest, demand and of dishonor and nonpayment
of this Note, and consents that any holder hereof shall have the right, without
notice, to grant any extension or extensions of time for payment of this Note
or any part thereof or any other indulgences or forbearances whatsoever, or may
release any of the security for this Note without in any way affecting the
liability of any other party for the payment of this Note.
5. The Equipment will be located at the locations specified in
Schedule A hereto.
6. The Installment Payments may change for Equipment accepted
after N/A.
7. This Note is secured by the Equipment, as set forth in Schedule
A hereto and as further defined in the Security Agreement, the terms and
conditions of which are incorporated herein by reference. This Note is one of
the "Notes" referred to in the Security Agreement.
Dated as of September 12, 1996 By execution hereof, the signer
certifies that he has read,
accepted and duly executed this
Note to the Master Security
Agreement on behalf of Debtor.
SECURED PARTY: DEBTOR:
METLIFE CAPITAL CORPORATION FIDELITY ASSET MANAGEMENT, INC.
By: XXXXX XXXX By: XXXX X. XXXXXX
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Title: Vice President Title: President
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